Exhibit 2.1
First Amendment to Acquisition Agreement And Plan of Reorganization
dated April 15, 1998, by and among UCI Medical Affiliates of Georgia,
Inc., a South Carolina corporation; UCI Medical Affiliates, Inc., a
Delaware corporation; MainStreet Healthcare Corporation, a Delaware
corporation; MainStreet Healthcare Medical Group, P.C., a Georgia
professional corporation; MainStreet Healthcare Medical Group, PC, a
Tennessee professional corporation; Prompt Care Medical Center, Inc.,
a Georgia corporation; ▇▇▇▇▇▇▇ ▇. ▇▇▇▇; A. ▇▇▇▇▇ ▇▇▇▇▇▇▇; ▇▇▇▇▇▇
Private Equity and Mezzanine Fund, L.P., a Delaware limited
partnership; and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
32
FIRST AMENDMENT
TO
ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION
This First Amendment To Acquisition Agreement and Plan of
Reorganization ("Amendment") is made as of this 15th day of April, 1998, by,
between and among UCI Medical Affiliates, Inc., a Delaware corporation ("UCI");
UCI Medical Affiliates of Georgia, Inc., a South Carolina corporation ("UCI of
GA"); MainStreet Healthcare Corporation, a Delaware corporation ("MainStreet");
MainStreet Healthcare Medical Group, P.C., a Georgia professional corporation
("MHMG-GA"); MainStreet Healthcare Medical Group, PC, a Tennessee professional
corporation ("MHMG-TN"); Prompt Care Medical Center, Inc., a Georgia corporation
("Prompt Care"); ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ("Dare"); A. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇"); ▇▇▇▇▇▇
Private Equity and Mezzanine Fund, L.P., a Delaware limited partnership
("▇▇▇▇▇▇"); and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
("▇▇▇▇▇▇▇").
INTRODUCTION.
-------------
Pursuant to that certain Acquisition Agreement and Plan of
Reorganization ("Agreement") dated February 9, 1998, by and among UCI, UCI of
GA, MainStreet, MHMG-GA, MHMG-TN, Prompt Care, Dare, Johnson, PENMAN, and
▇▇▇▇▇▇▇, MainStreet has agreed to sell substantially all of its assets to UCI of
GA. As set forth in the Agreement, the closing of the transactions described in
the Agreement is presently scheduled to be held on March 31, 1998.
The prior approval of the shareholders of UCI is a condition for the
issuance of certain shares of the common stock of UCI (the "Shares") which
represent a portion of the consideration to be delivered to MainStreet for the
transfer of the assets of MainStreet, all as set forth in the Agreement. As a
result of the review by the Securities and Exchange Commission of the
Preliminary Proxy Statement of UCI, the meeting of the shareholders of UCI, at
which it is anticipated that a majority of the shareholders of UCI will vote in
favor of all resolutions required to issue such Shares, cannot be held prior to
March 31, 1998. Also, pursuant to Sections 8.6.3 and 11.1.9 of the Agreement,
the successful completion of a private placement of the common stock of UCI
which is a condition precedent of the Closing cannot take place before March 31,
1998. As a result of the foregoing, the Parties desire to enter into this
Amendment whereby the Closing shall be postponed, and UCI shall not be required
to deliver the Shares until after such approval of the shareholders of UCI is
obtained which shall be after the date of Closing, all upon the terms and
conditions set forth herein.
Defined terms herein shall have the meanings ascribed to them in the
Agreement unless otherwise defined herein.
33
AGREEMENT.
----------
NOW, THEREFORE, in consideration of these premises and the mutual
covenants hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Section 1.1 of the Agreement is hereby deleted and the following
substituted in lieu thereof:
1.1 "Agreement" shall mean this Acquisition Agreement And
Plan of Reorganization, as amended, together with all schedules and
exhibits attached hereto, which are incorporated herein by reference.
2. Section 7.1 of the Agreement is hereby deleted and the following
substituted in lieu thereof:
7.1 MainStreet Consideration. Subject to Section 7.3 below,
the aggregate purchase price (the "Purchase Price") for the
MainStreet Assets will be Eight Million Fifty Thousand and No/100
($8,050,000) Dollars, plus the assumption of certain liabilities of
MainStreet as described in Section 7.2 below.
Such purchase price shall be payable as follows:
7.1.1 As set forth herein, UCI will tender to
MainStreet such number of Shares having an aggregate value
of Six Million Eight Hundred Thousand and No/100
($6,800,000.00) Dollars, as adjusted pursuant to Section
7.3 below as necessary.
7.1.2 In addition, UCI of GA at Closing will pay
to an escrow account established by the Parties (the
"Escrow Account"), the sum of Nine Hundred Thousand and
No/100 ($900,000) Dollars. The Escrow Account will be
established with an escrow agent ("Escrow Agent") appointed
by MainStreet pursuant to an escrow agreement acceptable to
MainStreet and UCI of GA which shall provide that the
escrowed funds shall be paid directly to certain creditors
of MainStreet as directed by MainStreet.
7.1.3 In addition, the sum of Three Hundred Fifty
Thousand and No/100 ($350,000) Dollars shall be due and
payable by UCI of GA to Escrow Agent on or before July 24,
1998, pursuant to the promissory note substantially in the
form attached hereto as Exhibit 7.1.3.
34
The Shares when issued, will be duly authorized, validly
issued, fully paid and non-assessable. For purposes hereof, the price
per share of the Shares utilized for determining the number of Shares
to be issued to MainStreet will be the average of the closing prices
of the $0.05 par value voting common stock of UCI as conclusively
determined by The Nasdaq Stock Market, Inc. for the trading days
during the thirty calendar day period immediately prior to Closing;
provided however, the price per share utilized for such determination
shall not be less than $2.375, nor more than $3.125 per share;
provided however, appropriate adjustments in the price per share
utilized shall be made in order to give effect to changes in the
number of outstanding shares as a result of stock dividends, stock
splits, reverse stock splits, consolidations, recapitalization or
other relevant change. The parties hereto acknowledge that the Shares
shall be issued to MainStreet pursuant to an exemption from
registration under the securities laws, such as Rule 506 of SEC
Regulation D, and the Shares shall be restricted shares subject to
Rule 144 of the Securities Act of 1933. The certificates evidencing
the Shares shall bear a restrictive legend in substantially the
following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED,
TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN
ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS
THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS. THE COMPANY WILL TRANSFER SUCH SECURITIES ONLY UPON
RECEIPT OF EVIDENCE SATISFACTORY TO THE COMPANY, WHICH MAY
INCLUDE AN OPINION OF COUNSEL, THAT THE REGISTRATION
PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH
REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT
VIOLATE ANY APPLICABLE STATE SECURITIES LAWS.
3. Section 7.2.2 of the Agreement is hereby deleted and the following
substituted in lieu thereof:
7.2.2. The Parties hereby acknowledge and agree that UCI of
GA shall not assume or agree to pay, perform, or discharge any
liability or obligation of MainStreet which is not expressly set
forth above. As of the date of Closing, MainStreet shall be current
with respect to all payments then due and owing
35
pursuant to the Assumed MainStreet Liabilities, and none of the
Assumed MainStreet Liabilities shall otherwise be in default or
subject to acceleration.
4. Section 7.3.1 of the Agreement is hereby deleted in its entirety.
5. Section 7.3.2 of the Agreement is hereby deleted and the following
substituted in lieu thereof:
7.3.2 In the event the aggregate outstanding balance of the
MainStreet Equipment Leases as of the date of Closing exceed the
amounts shown on Exhibit 7.2.1(a) attached hereto, and/or the
outstanding balance (less applicable lending hold-back amounts) of
MainStreet's line of credit obligation with Bank One, N.A. (formerly
NPL-LP. Inc.) as of the date of Closing exceeds Six Hundred
Eight-Five Thousand ($685,000) Dollars, such adjustment shall be
applied in the following order to the extent necessary: (i) first to
reduce the cash tendered by UCI of GA to the designated creditors of
MainStreet as set forth in Section 7.1 above, and (ii) second to
reduce the number of Shares to be delivered by UCI to MainStreet.
6. Section 7.3.3 of the Agreement is hereby deleted and the following
substituted in lieu thereof:
7.3.3 In the event the aggregate outstanding balance of the
MainStreet Equipment Leases as of the date of Closing is less than
the amounts shown on Exhibit 7.2.1(a) attached hereto, and/or the
outstanding balance (less applicable lending hold-back amounts) of
MainStreet's line of credit obligation with Bank One, N.A. (formerly
NPL-LP. Inc.) as of the date of Closing is less than Six Hundred
Eighty-Five Thousand ($685,000) Dollars, the purchase price and the
stock tendered by UCI and UCI of GA as set forth in Section 7.1
above, shall be increased by the aggregate amount such liabilities is
less than such limits.
7. Section 8.1 of the Agreement is hereby deleted and the following
substituted in lieu thereof:
8.1 Date of Closing. The closing of the sale and purchase
of the Assets and related transactions to be effective as of 11:59
p.m. on the date of Closing, and subject to the terms and conditions
of this Agreement, shall take place on April 24, 1998, commencing at
10:00 a.m. (local time), at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ &
▇▇▇▇▇▇▇, LLP, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
or such other time and place as may be mutually agreed upon in
writing by the parties (the "Closing"). In the event Closing set
forth in this Section 8 is changed to a different date, all
references in this Agreement to Closing shall be deemed to refer to
the time and date agreed upon by the parties, in the manner set forth
herein.
36
8. Section 8.3.8 of the Agreement is hereby deleted and the following
substituted in lieu thereof:
8.3.8 MainStreet shall execute and deliver to UCI an
Investment Letter substantially in the form attached hereto as
Exhibit 8.3.8(a), and each of the security holders of MainStreet
(including without limitation the Class B Shareholders) shall execute
and deliver to UCI an Investment Letter substantially in the form
attached hereto as Exhibit 8.3.8(b) (collectively the "Investment
Letter").
9. Section 8.4.1 of the Agreement is hereby deleted and the following
substituted in lieu thereof:
8.4.1 UCI shall execute and deliver to MainStreet the
Conditional Delivery Agreement, substantially in the form attached
hereto as Exhibit 8.4.1.
10. Section 8.4.2 of the Agreement is hereby deleted in its entirety.
11. Section 8.7.13 of the Agreement is hereby deleted and the
following substituted in lieu thereof:
8.7.13 Board of Directors. As of the date of the
Stockholder Approval as defined in Section 8.9 of the Agreement,
▇▇▇▇▇▇▇ shall be appointed or elected to the Board of Directors of
UCI. Also, to the extent permitted by law, as long as MainStreet or
▇▇▇▇▇▇ is the holder of record of not less than five (5%) of the
issued and outstanding shares of the common stock of UCI, a
representative of ▇▇▇▇▇▇ shall be invited to attend, at ▇▇▇▇▇▇'▇
expense, all meetings of the Board of Directors of UCI occurring
after the date of such Stockholder Approval. For so long as such
representative of ▇▇▇▇▇▇ is entitled to such invitation as set forth
above, such representative of ▇▇▇▇▇▇ shall be given notice of all
meetings of the Board of Directors of UCI at the same time such
notices are given to the directors of UCI, and, to the extent
permitted by law, shall be entitled to all information generally made
available to the directors of UCI. Such representative shall not be
entitled to vote on any matter.
12. Section 8 of the Agreement is hereby amended to add the following
section:
8.9 Approval of Shareholders of UCI. The Parties hereto
acknowledge that the issuance of the Shares to MainStreet requires
the prior approval of the shareholders of UCI of (i) the amendment to
UCI's Certificate of Incorporation to increase the number of
authorized shares of the common stock, $0.05 par value, of UCI from
10,000,000 to 30,000,000 shares; and (ii) the issuance of the Shares
37
to MainStreet (collectively the "Stockholder Approval").
Notwithstanding anything to the contrary contained herein, UCI shall
(a) use its reasonable best efforts as promptly as reasonably
possible to respond to and clear all comments of the SEC with respect
to the proxy statement, mail the proxy statement to its stockholders,
hold the stockholders meeting and obtain the Stockholder Approvals
(the "UCI Actions"), and (b) not take any unreasonable action which
would result in any unreasonable delay in completing the UCI Actions.
If the Stockholder Approval is not obtained by July 1, ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ shall have the option, exercisable by written notice to
UCI on or before July 8, 1998 to either (x) require UCI to continue
to use its reasonable best efforts to complete the UCI Actions no
later than July 31, 1998, or (y) unwind the transactions as herein
provided (an "Unwind Event"). In the case of an Unwind Event or if
the Stockholder Approval has not been obtained by July 31, 1998, UCI
and the Transferees, on the one hand, and the Transferors and the
Class B Shareholders, on the other hand, shall immediately take all
actions in their best efforts to restore the Parties to the positions
they had respectively prior to the Closing including, without
limiting the generality of the foregoing (A) UCI shall and shall
cause the Transferees to return to the respective Transferors all
Assets transferred by them at the Closing and/or the proceeds
thereof, (B) the Transferors and the Class B Shareholders shall
return or cause to be returned to UCI and the respective Transferees
any cash consideration received at the Closing or paid to the escrow
agent as set forth in Section 7.1 above, and (C) all documents
delivered at Closing shall be returned to the Party who made the
delivery.
13. Except as otherwise set forth in the Schedule of Exceptions, each
of the Transferors and Class B Shareholders severally and not jointly represent,
warrant, and covenant to UCI and the Transferees that the representations and
warranties contained in Section 9 of the Agreement are true, correct and
complete as of the date of this Amendment and that any disclosure or schedules
required to make such representations or warranties accurate and complete upon
the date hereof have been incorporated in the schedules and exhibits which are a
part of this Amendment.
14. UCI and UCI of GA, jointly and severally, represent, warrant, and
covenant to the Transferors and Class B Shareholders that the representations
and warranties contained in Section 10 of the Agreement are true, correct and
complete as of the date of this Amendment with the exception that Section 10.4
is hereby deleted in its entirety and the following substituted in lieu thereof:
10.4 Capitalization. UCI is authorized to issue: (i) Ten
Million (10,000,000) shares of UCI Common Stock of which 6,099,241
shares are issued and outstanding as of the date hereof; and (ii) Ten
Million (10,000,000) shares of Preferred Stock, $0.01 par value per
share, none of which is issued and outstanding. Following the
approval of the shareholders of UCI as contemplated
38
in Section 8.9, UCI shall amend its Certificate of Incorporation to
authorize Thirty Million (30,000,000) shares of UCI common stock. All
of the Shares to be issued in the transaction described herein shall
be duly authorized for issuance pursuant to this Agreement, and, when
issued upon the consummation of the transactions and issuance
contemplated hereby, shall be validly issued, fully paid,
nonassessable and not subject to preemptive rights.
15. Section 11.1.10 of the Agreement is hereby deleted and the
following substituted in lieu thereof:
11.1.10 Approval of Nasdaq. The Parties acknowledge that in
accordance with the NASD Marketplace Rules, the issuance of the
Shares to MainStreet as contemplated herein requires the prior
approval of the shareholders of UCI. Pursuant to the terms and
conditions set forth herein, the Parties desire to close the
transactions described in the Agreement with the understanding that
the issuance of the Shares shall not occur until the shareholders of
UCI approve the required amendment to the Certificate of
Incorporation of UCI and approve the issuance of such Shares. As
such, the Parties hereto agree that the written consent of Nasdaq to
the closing of the transactions contemplated by the Agreement prior
to the approval of the shareholders of UCI in accordance with this
Amendment shall be required as a condition of Closing.
16. Section 11 of the Agreement is hereby amended to add the
following section:
11.3 Effect of Closing. It is expressly understood and
agreed that upon consummation of the Closing there shall be no
conditions to the obligations of UCI to effect the issuance and
delivery of the Shares to MainStreet pursuant to the Conditional
Delivery Agreement except as set forth therein.
17. Section 13.6.1 of the Agreement is hereby deleted and the
following substituted in lieu thereof:
13.6.1 Holdback Shares. As of the date of issuance of the
Shares as set forth herein, MainStreet for itself and on behalf of
▇▇▇▇▇▇▇ shall be deemed to have directed UCI to withhold from
issuance to MainStreet such number of Shares having an aggregate
value equal to Three Hundred Thousand and No/100 ($300,000.00). The
withheld Shares are herein referred to as the "Holdback Shares." For
all purposes of this Section 13.6, including the price per share
utilized for determination of the number of Holdback Shares, shall be
the price per share utilized in Section 7.1 above. The Parties hereto
acknowledge and agree that such Holdback Shares are intended to be a
portion of such Shares distributable to ▇▇▇▇▇▇▇ upon the ultimate
liquidation or other distribution by MainStreet. Until
39
such distribution occurs, it is agreed that such Holdback Shares
shall be an asset of MainStreet and available to satisfy claims of
UCI and the Transferees against MainStreet under this Agreement.
After such distribution, any Holdback Shares held in escrow as of
such date shall be deemed to be an asset of ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ will
receive the Holdback Shares subject to the escrow. The Holdback
Shares shall be issued to MainStreet but delivered to ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP ("Escrow Agent") to be held in escrow along
with the stock powers relating thereto executed by MainStreet,
subject to the terms and conditions hereinafter set forth. The
liability of ▇▇▇▇▇▇▇ under the indemnification provisions of this
Section 13 shall be recovered at the indemnified party's sole
discretion either from ▇▇▇▇▇▇▇ individually, or following
distribution to him, from such Holdback Shares, or both. Such
indemnified party shall not be required to make a claim for any
Holdback Shares prior to asserting a claim against ▇▇▇▇▇▇▇
individually. As used in this Section 13.6, "J/MS" means MainStreet
until the Holdback Shares are distributed to ▇▇▇▇▇▇▇, and ▇▇▇▇▇▇▇
thereafter.
18. Sections 16.1.1.2 and 16.1.1.3 of the Agreement are hereby
deleted and the following substituted in lieu thereof:
16.1.1.2 By UCI of GA. In the event that Closing has not
been completed by April 30, 1998 as a result of the non-satisfaction
or non-fulfillment in any material respect of any of the conditions
upon Transferees' obligations specified in Section 11.1 (which has
not been previously waived by Transferees), then UCI of GA shall be
entitled at its option to terminate this Agreement by notice to the
other Parties; provided however, that UCI of GA shall not be entitled
to terminate this Agreement if the non-satisfaction or
non-fulfillment of any such condition resulted from or was
proximately caused by UCI or any Transferee's breach of this
Agreement or was frustrated or made impossible by the wrongful act or
failure to act of UCI or any Transferee.
16.1.1.3 By MainStreet. In the event that Closing has not
been completed by April 30, 1998 as a result of the non-fulfillment
or non-satisfaction in any material respect of any of the conditions
upon Transferors' obligations specified in Section 11.2 (which has
not been previously waived by Transferors), then MainStreet shall be
entitled at its option to terminate this Agreement by notice to the
other Parties; provided however, that MainStreet shall not be
entitled to terminate this Agreement if the non-satisfaction or
non-fulfillment of any such condition resulted from or was
proximately caused by any Class B Shareholder or Transferor's breach
of this Agreement or was frustrated or made impossible by the
wrongful act or failure to act of any Class B Shareholder or
Transferor.
40
19. Exhibit 7.2.1(b) of the Agreement is hereby deleted, and Exhibit
7.2.1(b) attached hereto shall be substituted in lieu thereof.
20. Exhibit 8.3.8 of the Agreement is hereby deleted, and Exhibits
8.3.8(a) and 8.3.8(b) attached hereto shall be substituted in lieu thereof.
21. Exhibit 8.3.20 of the Agreement is hereby deleted, and Exhibit
8.3.20 attached hereto shall be substituted in lieu thereof.
22. Exhibit 8.4.4 of the Agreement is hereby deleted, and Exhibit
8.4.4 attached hereto shall be substituted in lieu thereof.
23. Exhibit 9.14 of the Agreement is hereby deleted, and Exhibit 9.14
attached hereto shall be substituted in lieu thereof.
24. Exhibit 9.19.1 of the Agreement is hereby deleted, and Exhibit
9.19.1 attached hereto shall be substituted in lieu thereof.
25. The parties hereto acknowledge and agree that neither UCI nor UCI
of GA shall be responsible for assuring MainStreet or its security holders that
the transaction contemplated in the Agreement will qualify as a "C"
Reorganization under Section 368(a)(1)(C) of the Code.
26. Except as otherwise modified hereby, the terms and provisions of
the Agreement shall remain in full force and effect. This Amendment may be
executed in any number of counterparts, all of which taken together shall
constitute one Amendment, and any party hereto may execute this Amendment by
signing any such counterpart. The authorized attachment of counterpart signature
pages shall constitute execution by the Parties. This Amendment shall be
governed by and construed in accordance with the laws of the State of South
Carolina. No
[REMAINDER OF PAGE INTENTIONALLY BLANK]
41
provision of this Amendment shall be interpreted against any Party because such
Party or its legal representative drafted such provision.
IN WITNESS WHEREOF, the parties have executed this First Amendment To
Acquisition Agreement and Plan of Reorganization under seal with the corporate
parties acting by and through their duly authorized officers, effective as of
the date first above written.
UCI MEDICAL AFFILIATES, INC. MAINSTREET HEALTHCARE
CORPORATION
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. By: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Its: Executive Vice President and CFO Its: President
UCI MEDICAL AFFILIATES OF MAINSTREET HEALTHCARE MEDICAL
GEORGIA, INC. GROUP, P.C., a Georgia corporation
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. By: /S/ A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: Executive Vice President and CFO Its: Chairman and Secretary
▇▇▇▇▇▇ PRIVATE EQUITY AND MAINSTREET HEALTHCARE
MEZZANINE FUND, L.P. MEDICAL GROUP, PC, a Tennessee
corporation
By: ▇▇▇▇▇▇ Asset Management, L.P.
Its: General Partner
By: /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By: /S/ A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------- ----------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Its: Chairman and Secretary
Its: General Partner
PROMPT CARE MEDICAL CENTER, INC.
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. By: /S/ A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. Its: Chairman and Secretary
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇
/S/ A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
42
Exhibit 7.1.3
Promissory Note
[See Attached]
43
PROMISSORY NOTE
$350,000.00 Columbia, S.C.
April 24, 1998
FOR VALUE RECEIVED, UCI Medical Affiliates of Georgia, Inc., a South
Carolina corporation (the "Borrower"), hereby promises to pay, in lawful money
of the United States of America, to the order of ▇. ▇▇▇▇▇▇▇▇ & Associates, P.C.
("Escrow Agent") as escrow agent under that certain Escrow Agreement by and
between MainStreet Healthcare Corporation ("MHC"), Borrower and Escrow Agent
dated the hereof, the principal sum of Three Hundred Fifty Thousand and No/100
($350,000.00) Dollars.
Interest shall accrue from the date hereof on the principal balance
outstanding hereunder from time to time until paid in full at the fixed simple
rate per annum equal to six and one-half (6.5%) percent calculated based upon a
360-day year and the actual number of days elapsed. All principal and interest
payable hereunder shall be due and payable on July 24, 1998. Payments hereunder
shall be made to the Escrow Agent at Suite 1550, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Escrow Agent may designate
from time to time in writing.
Notwithstanding the foregoing, upon the occurrence of a default in
the payment when due of any amount at any time owed hereunder, the interest rate
applicable hereunder shall be increased by an additional four percentage points
(4.0%); provided, however, that in no event shall the interest accruing under
this Note exceed the highest lawful rate.
The occurrence of the following shall constitute an "Event of
Default" under the Note: Borrower fails to pay when due any principal or
interest payment hereunder. Upon the occurrence of an Event of Default as
hereinabove defined, then at any time thereafter the Escrow Agent may declare
the entire remaining principal balance due hereunder, together with all accrued
interest thereon, immediately due and payable.
This Note is executed pursuant to, and is subject to, that certain
Acquisition Agreement and Plan of Reorganization dated February 9, 1998, by and
between among others Borrower and MHC, as amended (the "Acquisition Agreement").
Borrower may prepay this Note at any time without fee or penalty. Borrower
expressly waives any right of setoff with respect to any obligation which may be
owed to it under the Acquisition Agreement.
The invalidity of any provision of this Note shall not affect the
validity of any other provision hereof. The acceptance after maturity of any
payment with respect to this Note shall not constitute a waiver of the right of
Escrow Agent to demand the payment in full of any unpaid balance. No delay or
failure on the part of the Escrow Agent in the exercise of any right or remedy
shall operate as a waiver thereof, and no single exercise of any right or remedy
shall preclude Escrow Agent from the exercise of any other or further rights or
remedies.
44
In the event this Note is placed in the hands of an attorney for
collection, all expenses of the Escrow Agent incurred in connection with the
repayment of this Note, including reasonable attorneys' fees, shall be added to
the principal amount of this Note and collected as a part hereof. This Note
shall be governed by and construed in accordance with the laws of the State of
South Carolina. Jurisdiction and venue for the enforcement of this Note shall be
exclusively in the courts for the State of South Carolina.
Borrower expressly waives demand, presentment, protest and notice of
non-payment or dishonor and all other notices or demands whatsoever (except for
notices expressly set forth herein), and such parties agree to remain bound
hereby until all amounts due hereunder are paid in full, notwithstanding any
extension of time for payment which may be granted, even though the period of
extension be indefinite.
EXECUTED this 24th day of April, 1998.
UCI MEDICAL AFFILIATES OF GEORGIA,
INC. (SEAL)
By:_____________________________________
Its:_________________________________
Notice Address for Borrower:
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
[GUARANTY ATTACHED HERETO]
45
GUARANTY
The undersigned UCI Medical Affiliates, Inc., a Delaware corporation
("UCI"), hereby irrevocably and unconditionally guarantees the proper and timely
performance and/or full and timely payment of each and every term and obligation
of UCI Medical Affiliates of Georgia, Inc., a South Carolina corporation ("UCI
of GA"), contained in the foregoing Promissory Note in the original principal
amount of Three Hundred Fifty Thousand and No/100 ($350,000.00) Dollars dated
April 24, 1998 (the "Note") executed by UCI of GA in favor of ▇. ▇▇▇▇▇▇▇▇ &
Associates, P.C. ("Escrow Agent") as escrow agent under that certain Escrow
Agreement by and between MainStreet Healthcare Corporation, UCI of GA, and
Escrow Agent dated April 24, 1998. This guaranty is a guarantee of payment and
not of collection and shall not be changed or affected by any act or statement
of UCI of GA, the invalidity or unenforceability of the Note, or any amendment
or termination of the Note. The holder of the Note shall not be required to seek
enforcement against UCI of GA or resort to any other remedy and may proceed
directly against the undersigned. The undersigned waives any right of
subrogation with respect to any payments made under this Guaranty. The
undersigned hereby waives presentment, demand, protest, notice of non-payment,
notice of default, notice of compromise or surrender, any right or setoff, any
other demand or notice whatsoever in connection with this Guaranty, and any
other right which would release the undersigned at law or equity from its
obligations under the Guaranty. In the event this Guaranty is placed in the
hands of an attorney for collection, all expenses of the prevailing party,
including reasonable attorney's fees, shall be added to this Guaranty and
collected as a part hereof. This Guaranty shall be governed by and construed in
accordance with the laws of the State of South Carolina.
IN THE PRESENCE OF: UCI MEDICAL AFFILIATES, INC.
________________________________ By:________________________________
(Witness) Its:____________________________
________________________________
(Witness)
46
